Directors Report of Teledata Technology Solutions Ltd.

Mar 31, 2010

The directors have pleasure in presenting the Fourth annual report of the company along with the audited statement of Accounts for the period ended March 31,2010. The Report also includes the Management Discussion and Analysis Report in accordance with the Guidelines on Corporate Governance. The financial year has witnessed organic growth through expanded sales organization, development of Offshore Services, expanded Global Delivery capabilities in India, consolidation of operations in EMEA/APACwith strong results from Dubai-based and US operations (Bitech)&(TTS)

(Rs. In lakhs)

Particulars Year ended Year ended 31st March 2010 31st March 2009

Income from operations 23,113.89 31,246.77

Other income 347.90 246.51

Total Revenue 23,461.79 31,493.28

Total expenditure before (21,322.37) (30,121.64)

Interest & Depreciation

Operating profit / Loss PBIDT 2,139.42 1371.64

Interest (357.51) (352.40)

Depreciation/Amortization (134.42) (185.98)

Profit before tax 1,647.49 833.26

Provision for tax 21.71 (58.74)

Profit after tax (PAT) 1,625.78 774.52

Less: Income tax for earlier years - -

Add: Expenditure tfr to CWIP - -

surplus brought forward 3013.09 2,198.84

Profit / (Loss) available for 4,638.87 2,973.37 appropriation before effect of changes in subsidiaries

Add : Prior Period Item 65.33 (3.16)

Profit/(loss) available for appropriation 4,704.20 2,970.20

Transfer to general reserve on Demerger

Transfer to general reserve Minority Interest 14.70 46.61

Cost of Control

Dividend on Equity shares subsidiary (0.00) (3.72)

Amount Transferred from General Reserve 210.00 -

Balance carried to Balance sheet 4,928.90 3,013.09

LISTING OF SHARES

Your Company Shares have been listed in Bombay Stock Exchange Ltd and National Stock Exchange of India Ltd with effect from 15th July, 2009. The shares have had a turbulent ride through the year.

LINES OF BUSINESS

TTS provides world class services in the areas of IT Consulting, Enterprise Resource Planning (ERP), Customer Relationship Management (CRM), Data Warehousing and related technologies.

Corporate Governance

The disclosure requirements on corporate governance prescribed under clause 49 of the listing agreement is annexed herewith as part of the report.

Dividend

Yourdirectors have not recommended any dividend forthe financial year ended 31 st March, 2010

Directors

During the year, there was no change in the constitution of the Board. Mr.R.Ravichandran retires by rotation and being eligible offers himself forre-appointment.

Fixed Deposits

Your Company has not accepted fixed deposits and as such, no amount of principal or interest was outstanding as at the Balance Sheet date.

Particulars of Employees

None of the employees of the company are falling under the information to be furnished as per section 217 (2A) of the Companies Act 1956.

Auditors

M/S S.Ramachandran & Co., (Regn.No.06775S) Chartered Accountants retire at the ensuing Annual General Meeting. They are eligible for re-appointment and have confirmed their eligibility and willingness to accept Office as Statutory Auditors if re- appointed.

Directors Responsibility Statement

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956, Your Directors Confirm:

that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period, that the directors had taken proper and sufficient care for the maintenance of adequate accounting records, in accordance with the provisions of this Act, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities, and that the directors had prepared the annual accounts on a going concern basis.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The particulars prescribed under Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are set out separately, which forms a part of this report.

Subsidiaries

The financial statements of the subsidiaries of your Company are drawn up in accordance with the applicable Accounting standards and forms part of the Consolidated Financial statements in the Annual Report. Your Company believes that the consolidated accounts present a full and fair view of state of affairs and financial conditions. The financial statements relating to the subsidiary companies are appended to this report.

Acknowledgements

Your directors extend their gratitude to customers, alliance partners and employees for their continued valuable support. The unrelenting contribution made by our employees to ensure customer care deserves a special acknowledgement. Your directors place on record their appreciation for the excellent, continued co-operation from Bankers, vendors and various Government and Non-Government Agencies including SEBI, Stock Exchanges, Registrar of Companies, STPI, RBI, VSNL & others and look forward to their continued support in the future.

For and on behalf of the Board of Directors

Gp.Capt.K.Balasubramanian, IAF (Retd) N.Sakthivel

Chairman Director

Place: Chennai Date: 18-11-2010